Exhibit
10.5

     

    GUARANTY
AGREEMENT

     

    THIS
GUARANTY AGREEMENT (this “Guaranty”) is made as
of the 21st day of
December, 2009, by BEHRINGER HARVARD 250/290 CARPENTER LP, a Texas limited
partnership (“Guarantor”), in favor
of BANK OF AMERICA, N.A., a national banking association (together with its
successors and assigns, “Administrative
Agent”), as Administrative Agent on behalf of itself and the other
Lenders (collectively, “Lenders”) now or
hereafter made a party to the Credit Agreement (defined below).

     

    PRELIMINARY
STATEMENTS

     

    Administrative
Agent, the Lenders, and Behringer Harvard Mockingbird Commons, LLC, a Delaware
limited liability company (“Borrower”) have
entered into that certain Construction Loan Agreement, dated as of September 6,
2007 (herein called, as it may hereafter be modified, supplemented, restated,
extended, or renewed and in effect from time to time, the “Credit Agreement”),
which Credit Agreement sets forth the terms and conditions of a construction
loan agreement in the original amount of $42,000,000 (the “Loan”).  The
Loan is guaranteed by Behringer Harvard Short-Term Opportunity Fund I LP, a
Texas limited partnership (“Parent Company”)
pursuant to that certain Guaranty Agreement dated as of September 6,
2007.  Parent Company is the borrower under the Credit Agreement and
the Loan and is the sole owner of Guarantor.  Borrower, Parent
Company, Administrative Agent and Lenders are executing that certain Second
Amendment Agreement (the “Second Amendment”),
dated as of the date hereof, by which Lenders have agreed, inter alia, to extend the
maturity date of the Loan.  Lenders have requested that, as a
condition to entering into the Second Amendment, Guarantor execute and deliver
this Guaranty and the Carpenter Second Lien Deed of Trust (as defined in the
Second Amendment and as used herein).  Parent Company has agreed to
cause Guarantor to execute and deliver this Guaranty because of the substantial
direct and indirect benefit to be derived from the Second
Amendment.

     

    Any
capitalized term used and not defined in this Guaranty shall have the meaning
given to such term in the Credit Agreement.  This Guaranty is one of
the Loan Documents described in the Credit Agreement.

     

    STATEMENT OF
AGREEMENTS

     

    For good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and as a material inducement to Lenders to extend credit to
Borrower, Guarantor hereby guarantees to Administrative Agent and the other
Lenders the prompt and full, payment of the indebtedness and obligations
described below in this Guaranty (collectively called the “Guaranteed
Obligations”), this Guaranty being upon the following terms and
conditions:

     

    
      
        	
                GUARANTY
      AGREEMENT

              	
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    Exhibit
10.5


    1.           Guaranty of
Payment.  Guarantor hereby unconditionally and irrevocably
guarantees to Administrative Agent and the other Lenders the punctual payment
when due, whether by lapse of time, by acceleration of maturity, or otherwise,
of all principal, interest (including interest accruing after the commencement
of any bankruptcy or insolvency proceeding by or against Borrower, whether or
not allowed in such proceeding), fees, late charges, costs, expenses,
indemnification indebtedness, and other sums of money now or hereafter due and
owing, or which Borrower is obligated to pay, pursuant to (a) the terms of any
Note, the Credit Agreement, any application, agreement, note or other document
executed and delivered in connection with any Swap Transaction or any other Loan
Documents, and any indemnifications contained in the Loan Documents, now or
hereafter existing, and (b) all renewals, extensions, refinancings,
modifications, supplements or amendments of such indebtedness, or any of the
Loan Documents, or any part thereof (the indebtedness described in clauses (a)
and (b) above in this Section 1 is herein collectively called the “Indebtedness”).  This
Guaranty covers the Indebtedness, whether presently outstanding or arising
subsequent to the date hereof, including all amounts advanced by Lenders in
stages or installments.  The guaranty of Guarantor as set forth in
this Section 1
is a continuing guaranty of payment and not a guaranty of
collection.  The obligations of Guarantor under this Guaranty are
secured by the Carpenter Second Lien Deed of Trust and, notwithstanding anything
herein to the contrary, the Guarantor’s liability under this Guaranty, and
Lender’s recourse against the Guarantor hereunder, shall be limited to
Guarantor’s interest in the property described in the Carpenter Second Lien Deed
of Trust (the “Property”) and any other security furnished under the Carpenter
Second Lien Deed of Trust.  In any action to foreclose the Carpenter
Second Lien Deed of Trust or to otherwise realize upon any security furnished
under the Carpenter Second Lien Deed of Trust or to collect any amount payable
hereunder, no judgment for the repayment of this Guaranty will be enforced
against Guarantor personally or against any property of Guarantor other than the
Property and other security furnished under the Carpenter Second Lien Deed of
Trust.  Notwithstanding the foregoing, nothing contained in this
paragraph shall be construed as prohibiting Lenders from exercising any and all
remedies which the other Loan Documents permit, including the right to bring
actions or proceedings against Borrower or Parent Company and to enter a
judgment against Borrower or Parent Company.  Guarantor shall be fully
liable for compliance with the terms, conditions and agreements set forth in the
Carpenter Second Lien Deed of Trust and all amounts which may be due and owing
by Guarantor thereunder.  Any amount actually received by Lenders
resulting from the exercise of their remedies under this Guaranty and the
Carpenter Second Lien Deed of Trust shall be applied against the Guaranteed
Obligations in such order and manner as determined by Lenders in their sole
discretion.

     

    2.           Liability of
Guarantor.

     

    (a)           This
Guaranty is an absolute, irrevocable and unconditional guaranty of
payment.  Guarantor shall be liable for the payment of the Guaranteed
Obligations as a primary obligor.  This Guaranty shall be effective as
a waiver of, and Guarantor hereby expressly waives, any and all rights and
privileges to which Guarantor may otherwise have been entitled under any
suretyship laws in effect from time to time, whether existing under statute, at
law or in equity, to require Administrative Agent, on behalf of the Lenders, to
take prior recourse or proceedings against any collateral, security or Person
(hereinafter defined) whatsoever.

     

    (b)           Guarantor
hereby agrees that the occurrence of any one or more of the following events or
circumstances shall constitute a default (herein, “Event of Default”)
under this Guaranty:

     

    
      	
              GUARANTY
      AGREEMENT

            	
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    Exhibit
10.5


    (i)           a
Default (as defined in the Credit Agreement) by Borrower or any other Loan Party
in payment of the Guaranteed Obligations, or any part thereof, when such
indebtedness becomes due (subject to any applicable grace period), either by its
terms or as the result of the exercise of any power to accelerate;
or

     

    (ii)          the
failure of Guarantor (subject to any applicable grace period) to (A) pay timely,
completely and satisfactorily any of the Guaranteed Obligations or (B) perform
timely any of the covenants, terms and conditions of this Guaranty or any other
Loan Documents applicable to Guarantor; or

     

    (iii)         if
Guarantor: (1) (A) executes an assignment for the benefit of creditors, or takes
any action in furtherance thereof; or (B) admits in writing its inability to
pay, or fails to pay, its debts generally as they become due; or (C) as a
debtor, files a petition, case, proceeding or other action pursuant to, or
voluntarily seeks the benefit or benefits of any Debtor Relief Laws, or takes
any action in furtherance thereof; or (D) seeks the appointment of a receiver,
trustee, custodian or liquidator of any significant portion of its property; or
(2) suffers the filing of a petition, case, proceeding or other action against
it as a debtor under any Debtor Relief Laws or seeking appointment of a
receiver, trustee, custodian or liquidator of any significant portion of its
property, and (A) admits, acquiesces in or fails to contest diligently the
material allegations thereof, or (B) the petition, case, proceeding or other
action results in entry of any order for relief or order granting relief sought
against it, or (C) in a proceeding under Debtor Relief Laws, the case is
converted from one chapter to another, or (D) fails to have the petition, case,
proceeding or other action permanently dismissed or discharged on or before the
earlier of trial thereon or one hundred twenty (120) days next following the
date of its filing; or (3) conceals, removes, or permits to be concealed or
removed, any part of its property, with intent to hinder, delay or defraud its
creditors or any of them, or makes or suffers a transfer of any of its property
which is fraudulent under any bankruptcy, fraudulent conveyance or similar law;
or suffers or permits, while insolvent, any creditor to obtain a lien (other
than as described in subparagraph (4) below) upon any of its property through
legal proceedings which are not vacated and such lien discharged prior to
enforcement thereof and in any event within sixty (60) days from the date
thereof; or (4) fails to have discharged within a period of ten (10) days any
attachment, sequestration, or similar writ levied upon its property; or (5)
fails to pay within thirty (30) days any final (unappealable) money judgment
against it; or

     

    (iv)         the
falsity in any material respect of, or any material omission in, any
representation made to Lender by Guarantor under this Guaranty or any other Loan
Document to which Guarantor is a party; or

     

    (v)          the
occurrence of a default or an event of default under the Carpenter Loan
Agreement (as defined in the Second Amendment) which is not cured within any
applicable notice or grace period.

     

    
      	
              GUARANTY
      AGREEMENT

            	
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    Exhibit
10.5


    Upon the
occurrence and during the continuation of such Event of Default, the Guaranteed
Obligations, for purposes of this Guaranty, shall be deemed immediately due and
payable at the election of Administrative Agent, and Guarantor shall, on demand
and without presentment, protest, notice of protest, further notice of
nonpayment or of dishonor, default or nonperformance, or notice of acceleration
or of intent to accelerate, or any other notice whatsoever, without any notice
having been given to Guarantor previous to such demand of the acceptance by
Administrative Agent of this Guaranty, and without any notice having been given
to Guarantor previous to such demand of the creating or incurring of such
indebtedness, all such notices being hereby waived by Guarantor, pay all of the
Indebtedness, or perform or observe the agreement, covenant, term or condition
then to be performed by Guarantor, as the case may be, and pay all damages and
all costs and expenses that may arise in consequence of such Event of Default
(including, without limitation, reasonable attorneys’ fees and expenses,
investigation costs, court costs, and any and all other costs and expenses
reasonably incurred by Administrative Agent and the Lenders in connection with
the collection and enforcement of this Guaranty, the Loan or any other Loan
Document), whether or not suit is filed thereon, or whether at maturity or by
acceleration, or whether before or after maturity, or whether in connection with
bankruptcy, insolvency or appeal.  It shall not be necessary for
Administrative Agent, on behalf of the Lenders, in order to enforce such payment
by Guarantor, first to have a default occur under the Loan or the other Loan
Documents, to accelerate the Loan, to institute suit or pursue or exhaust any
rights or remedies against Borrower or others liable on such indebtedness, or to
enforce any rights against any security that shall ever have been given to
secure such indebtedness, or to join Borrower or any others liable for the
payment of the Guaranteed Obligations or any part thereof in any action to
enforce this Guaranty, or to resort to any other means of obtaining payment of
the Guaranteed Obligations; provided, however, that nothing
herein contained shall prevent Administrative Agent, on behalf of the Lenders,
from suing on the Loan or foreclosing any Mortgage or from exercising any other
rights thereunder, and if such foreclosure or other remedy is availed of, only
the net proceeds therefrom, after deduction of all charges and expenses of every
kind and nature whatsoever, shall be applied in reduction of the amount due on
the Loan and any Mortgage, and Administrative Agent and the Lenders shall not be
required to institute or prosecute proceedings to recover any deficiency as a
condition of payment hereunder or enforcement hereof.  At any sale of
any Property or other collateral given for the Indebtedness or any part thereof,
whether by foreclosure or otherwise, any Lender may at its discretion purchase
all or any part of any Property or other such collateral so sold or offered for
sale for its own account and may, in payment of the amount bid therefor, deduct
such amount from the balance due it pursuant to the terms of the Credit
Agreement and the other Loan Documents.

     

    (c)           Suit
may be brought or demand may be made against Borrower or against all parties who
have signed this Guaranty or any other guaranty covering all or any part of the
Guaranteed Obligations, or against any one or more of them, separately or
together, without impairing the rights of Administrative Agent and the other
Lenders against any party hereto.  Any time that Administrative Agent,
on behalf of the Lenders, is entitled to exercise its rights or remedies
hereunder, it may in its discretion elect to demand payment.

     

    3.           Certain Agreements and
Waivers by Guarantor.

     

    (a)           Guarantor
hereby agrees that neither Lenders’ rights or remedies nor Guarantor’s
obligations under the terms of this Guaranty shall be released, diminished,
impaired, reduced or affected by any one or more of the following events,
actions, facts, circumstances or tights, and the liability of Guarantor under
this Guaranty shall be absolute and unconditional irrespective of:

     

    
      	
              GUARANTY
      AGREEMENT

            	
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    Exhibit
10.5

     

    (i)           any
limitation of liability or recourse in any other Loan Document or arising under
any law;

     

    (ii)          any
claim or defense that this Guaranty was made without consideration or is not
supported by adequate consideration;

     

    (iii)         the
taking or accepting of any other security or guaranty for, or right of recourse
with respect to, any or all of the Guaranteed Obligations;

     

    (iv)         any
homestead exemption or any other exemption under applicable law;

     

    (v)          any
release, surrender, abandonment, exchange, alteration, sale or other
disposition, subordination, deterioration, waste, failure to protect or
preserve, impairment, or loss of, or any failure to create or perfect any lien
or security interest with respect to, or any other dealings with, any collateral
or security at any time existing or purported, believed or expected to exist in
connection with any or all of the Guaranteed Obligations, including any
impairment of Guarantor’s recourse against any Person or
collateral;

     

    (vi)         whether
express or by operation of law, any partial release of the liability of
Guarantor hereunder, or if one or more other guaranties are now or hereafter
obtained by Lenders covering all or any part of the Guaranteed Obligations, any
complete or partial release of any one or more of such guarantors under any such
other guaranty, or any complete or partial release of Borrower or any other
party liable, directly or indirectly, for the payment of any or all of the
Guaranteed Obligations;

     

    (vii)        the
death, insolvency, bankruptcy, disability, dissolution, liquidation,
termination, receivership, reorganization, merger, consolidation, change of
form, structure or ownership, sale of all assets, or lack of corporate,
partnership or other power of Borrower or any other party at any time liable for
the payment of any or all of the Guaranteed Obligations;

     

    (viii)       either
with or without notice to or consent of Guarantor: any renewal, extension,
modification, supplement, subordination or rearrangement of the terms of any or
all of the Guaranteed Obligations and/or any of the Loan Documents, including,
without limitation, material alterations of the terms of payment (including
changes in maturity date(s) and interest rate(s)) or any other terms thereof, or
any waiver, termination, or release of, or consent to departure from, any of the
Loan Documents or any other guaranty of any or all of the Guaranteed
Obligations, or any adjustment, indulgence, forbearance, or compromise that may
be granted from time to time by Administrative Agent, on behalf of the Lenders,
to Borrower, Guarantor, and/or any other Person at any time liable for the
payment of any or all of the Guaranteed Obligations;

     

    
      	
              GUARANTY
      AGREEMENT

            	
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    Exhibit
10.5


    (ix)          
any neglect, lack of diligence, delay, omission, failure, or refusal of
Administrative Agent, on behalf of the Lenders, to take or prosecute (or in
taking or prosecuting) any action for the collection or enforcement of any of
the Guaranteed Obligations, or to foreclose or take or prosecute any action to
foreclose (or in foreclosing or taking or prosecuting any action to foreclose)
upon any security therefor, or to exercise (or in exercising) any other right or
power with respect to any security therefor, or to take or prosecute (or in
taking or prosecuting) any action in connection with any Loan Document, or any
failure to sell or otherwise dispose of in a commercially reasonable manner any
collateral securing any or all of the Guaranteed Obligations;

     

    (x)           
any failure of Administrative Agent, on behalf of the Lenders, to notify
Guarantor of any creation, renewal, extension, rearrangement, modification,
supplement, subordination, or assignment of the Guaranteed Obligations or any
part thereof, or of any Loan Document, or of any release of or change in any
security, or of any other action taken or refrained from being taken by
Administrative Agent, on behalf of the Lenders, against Borrower or any security
or other recourse, or of any new agreement between Lenders and Borrower, it
being understood that Lenders shall not be required to give Guarantor any notice
of any kind under any circumstances with respect to or in connection with the
Guaranteed Obligations, any and all rights to notice Guarantor may have
otherwise had being hereby waived by Guarantor, and the Guarantor shall be
responsible for obtaining for itself information regarding the Borrower,
including, but not limited to, any changes in the business or financial
condition of the Borrower, and the Guarantor acknowledges and agrees that the
Administrative Agent and the other Lenders shall have no duty to notify the
Guarantor of any information which the Administrative Agent and the other
Lenders may have concerning the Borrower.

     

    (xi)         
if for any reason any Lender is required to refund any payment by Borrower to
any other party liable for the payment of any or all of the Guaranteed
Obligations or pay the amount thereof to someone else;

     

    (xii)         
the making of advances by Administrative Agent to protect its interest in any
collateral, preserve the value of any collateral or for the purpose of
performing any term or covenant contained in any of the Loan
Documents;

     

    (xiii)        
the existence of any claim, counterclaim, set-off or other right that Guarantor
may at any time have against Borrower, Administrative Agent, any Lender, or any
other Person, whether or not arising in connection with this Guaranty, any Note,
the Credit Agreement, or any other Loan Document;

     

    (xiv)         the
unenforceability of all or any part of the Guaranteed Obligations against
Borrower, whether because the Guaranteed Obligations exceed the amount permitted
by law or violate any usury law, or because the act of creating the Guaranteed
Obligations, or any part thereof, is ultra vires, or because the officers or
Persons creating the Guaranteed Obligations acted in excess of their authority,
or because of a lack of validity or enforceability of or defect or deficiency in
any of the Loan Documents, or because Borrower has any valid defense, claim or
offset with respect thereto, or because Borrower’s obligation ceases to exist by
operation of law, or because of any other reason or circumstance, it being
agreed that Guarantor shall remain liable hereon regardless of whether Borrower
or any other Person be found not liable on the Guaranteed Obligations, or any
part thereof, for any reason (and regardless of any joinder of Borrower or any
other party in any action to obtain payment of any or all of the Guaranteed
Obligations); or

     

    
      	
              GUARANTY
      AGREEMENT

            	
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    Exhibit
10.5

     

    (xv)          any
order, ruling or plan of reorganization emanating from proceedings under Title
11 of the United States Code with respect to Borrower or any other Person,
including any extension, reduction, composition, or other alteration of the
Guaranteed Obligations, whether or not consented to by Administrative Agent and
the other Lenders.

     

    (b)           In
the event any payment by Borrower or any other Person to any Lender is held to
constitute a preference, fraudulent transfer or other voidable payment under any
bankruptcy, insolvency or similar law, or if for any other reason any Lender is
required to refund such payment or pay the amount thereof to any other party,
such payment by Borrower or any other party to any Lender shall not constitute a
release of Guarantor from any liability hereunder, and this Guaranty shall
continue to be effective or shall be reinstated (notwithstanding any prior
release, surrender or discharge by Lenders of this Guaranty or of Guarantor), as
the case may be, with respect to, and this Guaranty shall apply to, any and all
amounts so refunded by any such Lender or paid by any such Lender to another
Person (which amounts shall constitute part of the Guaranteed Obligations), and
any interest paid by any such Lender and any reasonable attorneys’ fees, costs
and expenses paid or incurred by any such Lender in connection with any such
event.  It is the intent of Guarantor and Lenders that the obligations
and liabilities of Guarantor hereunder are absolute and unconditional under any
and all circumstances and that until the Guaranteed Obligations are fully and
finally paid, and not subject to refund or disgorgement, the obligations and
liabilities of Guarantor hereunder shall not be discharged or released, in whole
or in part, by any act or occurrence that might, but for the provisions of this
Guaranty, be deemed a legal or equitable discharge or release of a
guarantor.  Administrative Agent, on behalf of the Lenders, shall be
entitled to continue to hold this Guaranty in its possession for a period of one
year from the date the Guaranteed Obligations are paid in full and for so long
thereafter as may be necessary to enforce any obligation of Guarantor hereunder
and/or to exercise any right or remedy of Lenders hereunder.

     

    (c)           If
acceleration, of the time for payment of any amount payable by Borrower under
any Note, the Credit Agreement, or any other Loan Document is stayed or delayed
by any law or tribunal, all such amounts shall nonetheless be payable by
Guarantor on demand by Administrative Agent, on behalf of the
Lenders.

     

    (d)           This
Guaranty may not be changed orally and no obligation of the Guarantor can be
released or waived by Administrative Agent, on behalf of the Lenders, except by
a signed writing by an authorized officer of Administrative Agent.

     

    4.           Subordination.  If,
for any reason whatsoever, Borrower is now or hereafter becomes indebted to
Guarantor:

     

    (a)           such
indebtedness and all interest thereon and all liens, security interests and
rights now or hereafter existing with respect to property of Borrower securing
such indebtedness shall, at all times, be subordinate in all respects to the
Guaranteed Obligations and to all liens, security interests and rights now or
hereafter existing to secure the Guaranteed Obligations;

     

    
      	
              GUARANTY
      AGREEMENT

            	
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    Exhibit
10.5

     

    (b)           Guarantor
shall not be entitled to enforce or receive payment, directly or indirectly, of
any such indebtedness of Borrower to Guarantor until the Guaranteed Obligations
have been fully and finally paid;

     

    (c)           Guarantor
hereby assigns and grants to Administrative Agent, on behalf of the Lenders, a
security interest in all such indebtedness and security therefor, if any, of
Borrower to Guarantor now existing or hereafter arising, including any dividends
and payments pursuant to debtor relief or insolvency proceedings referred to
below.  In the event of receivership, bankruptcy, reorganization,
arrangement or other debtor relief or insolvency proceedings involving Borrower
as debtor, Administrative Agent, on behalf of the Lenders, shall have the right
to prove its claim in any such proceeding so as to establish its rights
hereunder and shall have the right to receive directly from the receiver,
trustee or other custodian (whether or not a Default shall have occurred or be
continuing under any of the Loan Documents), dividends and payments that are
payable upon any obligation of Borrower to Guarantor now existing or hereafter
arising, and to have all benefits of any security therefor, until the Guaranteed
Obligations have been fully and finally paid.  If, notwithstanding the
foregoing provisions, Guarantor should receive any payment, claim or
distribution that is prohibited as provided above in this Section 4, Guarantor
shall pay the same to Administrative Agent, on behalf of the Lenders,
immediately, Guarantor hereby agreeing that it shall receive the payment, claim
or distribution in trust for Administrative Agent, on behalf of the Lenders, and
shall have absolutely no dominion over the same except to pay it immediately to
Administrative Agent; and

     

    (d)           Guarantor
shall promptly upon request of Administrative Agent from time to time execute
such documents and perform such acts as Administrative Agent may require to
evidence and perfect its interest and to permit or facilitate exercise of its
rights under this Section 1, including, but not limited to, execution and
delivery of financing statements, proofs of claim, further assignments and
security agreements, and delivery to Administrative Agent of any promissory
notes or other instruments evidencing indebtedness of Borrower to
Guarantor.  All promissory notes, accounts receivable ledgers or other
evidences, now or hereafter held by Guarantor, of obligations of Borrower to
Guarantor shall contain a specific written notice thereon that the indebtedness
evidenced thereby is subordinated under and is subject to the terms of this
Guaranty.

     

    5.           Other Liability of Guarantor
or Borrower.  If Guarantor is or becomes liable, by endorsement
or otherwise, for any indebtedness owing by Borrower to Lenders other than under
this Guaranty, such liability shall not be in any manner impaired or affected
hereby, and the rights of Lenders hereunder shall be cumulative of any and all
other rights that Lenders may have against Guarantor.  If Borrower is
or becomes indebted to Lenders for any indebtedness other than or in excess of
the Indebtedness for which Guarantor is liable under this Guaranty, any payment
received or recovery realized upon such other indebtedness of Borrower to
Lenders may, except to the extent paid by Guarantor on the Indebtedness or
specifically required by law or agreement of Administrative Agent to be applied
to the Indebtedness, in Administrative Agent’s sole discretion, be applied upon
indebtedness of Borrower to Lenders other than the Indebtedness.  This
Guaranty is independent of (and shall not be limited by) any other guaranty now
existing or hereafter given.  Further, Guarantor’s liability under
this Guaranty is in addition to any and all other liability Guarantor may have
in any other capacity, including without limitation, its capacity as a general
partner.

     

    
      	
              GUARANTY
      AGREEMENT

            	
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    Exhibit
10.5

     

    6.           Successors and
Assigns.  This Guaranty is for the benefit of Administrative
Agent and other Lenders and their successors and assigns, and in the event of an
assignment of the Guaranteed Obligations, or any part thereof, the rights and
benefits hereunder, to the extent applicable to the Guaranteed Obligations so
assigned, may be transferred with such Guaranteed
Obligations.  Guarantor waives notice of any transfer or assignment of
the Guaranteed Obligations, or any part thereof, and agrees that failure to give
notice of any such transfer or assignment will not affect the liabilities of
Guarantor hereunder.

     

    7.           Binding
Effect.  This Guaranty is binding not only on Guarantor, but
also on Guarantor’s successors and assigns.  If this Guaranty is
signed by more than one Person, then all of the obligations of Guarantor arising
hereunder shall be jointly and severally binding on each of the undersigned, and
their respective heirs, personal representatives, successors and assigns, and
the term “Guarantor” shall mean all of such Persons and each of them
individually.

     

    8.           Governing Law; Forum;
Consent to Jurisdiction.  This Guaranty is an agreement
executed under seal.  The validity, enforcement, and interpretation of
this Guaranty, shall for all purposes be governed by and construed in accordance
with the laws of the State of Texas and applicable United States federal law,
and is intended to be performed in accordance with, and only to the extent
permitted by, such laws.  If any Guarantor is a corporation, the
designation “(SEAL)” on this Guaranty shall be effective as the affixing of such
Guarantor’s corporate seal physically to this Guaranty.  All
obligations of Guarantor hereunder are payable at the place or places where the
Guaranteed Obligations are payable.  Guarantor hereby irrevocably
submits generally and unconditionally for Guarantor and in respect of
Guarantor’s property to the nonexclusive jurisdiction of any state court, or any
United States federal court, sitting in Dallas County, Texas, over any suit,
action or proceeding arising out of or relating to this Guaranty or the
Guaranteed Obligations.  Guarantor hereby irrevocably waives, to the
fullest extent permitted by law, any objection that Guarantor may now or
hereafter have to the laying of venue in any such court and any claim that any
such court is an inconvenient forum.  Final judgment in any such suit,
action or proceeding brought in any such court shall be conclusive and binding
upon Guarantor and may be enforced in any court in which Guarantor is subject to
jurisdiction.  Guarantor hereby agrees and consents that, in addition
to any methods of service of process provided for under applicable law, all
service of process in any such suit, action or proceeding in any state court, or
any United States federal court, sitting in the state specified in the first
sentence of this Section may be made by certified or registered mail, return
receipt requested, directed to Guarantor at the address set forth at the end of
this Guaranty, or at a subsequent address of which Administrative Agent receives
actual notice from Guarantor in accordance with the notice provisions hereof,
and service so made shall be complete five (5) days after the same shall have
been so mailed.  Nothing herein shall affect the right of
Administrative Agent to serve process in any manner permitted by law or limit
the right of Administrative Agent, on behalf of the other Lenders, to bring
proceedings against Guarantor in any other court or
jurisdiction.  Guarantor hereby releases, to the extent permitted by
applicable law, all errors and all rights of exemption, appeal, stay of
execution, inquisition, and other rights to which the Guarantor may otherwise be
entitled under the laws of the United States of America or any State or
possession of the United States of America now in force or which may hereinafter
be enacted.  The authority and power to appear for and enter judgment
against the Guarantor shall not be exhausted by one or more exercises thereof or
by any imperfect exercise thereof and shall not be extinguished by any judgment
entered pursuant thereto.  Such authority may be exercised on one or
more occasions or from time to time in the same or different jurisdiction as
often as the Administrative Agent shall deem necessary and
desirable.

     

    
      	
              GUARANTY
      AGREEMENT

            	
              Page
      9

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.5

     

    9.           Invalidity of Certain
Provisions.  If any provision of this Guaranty or the
application thereof to any Person or circumstance shall, for any reason and to
any extent, be declared to be invalid or unenforceable, neither the remaining
provisions of this Guaranty nor the application of such provision to any other
Person or circumstance shall be affected thereby, and the remaining provisions
of this Guaranty, or the applicability of such provision to other Persons or
circumstances, as applicable, shall remain in effect and be enforceable to the
maximum extent permitted by applicable law.

     

    10.           Attorneys’ Fees and Costs of
Collection.  Guarantor shall pay on demand all attorneys’ fees
and all other costs and expenses incurred by Administrative Agent, on behalf of
the other Lenders, in the enforcement of or preservation of Lenders’ rights
under this Guaranty including, without limitation, all reasonable attorneys’
fees and expenses, investigation costs, and all court costs, whether or not suit
is filed hereon, or whether at maturity or by acceleration, or whether before or
after maturity, or whether in connection with bankruptcy, insolvency or appeal,
or whether in connection with the collection and enforcement of this Guaranty
against any other Guarantor, if there be more than one.  Guarantor
agrees to pay interest on any expenses or other sums due to Administrative Agent
under this Section
10 that are not paid within ten (10) days after the same became due, at a
rate per annum equal to the Past Due Rate.  Guarantor’s obligations
and liabilities under this Section 10 shall
survive any payment or discharge in full of the Guaranteed
Obligations.

     

    11.           Payments.  All
sums payable under this Guaranty shall be paid in lawful money of the United
States of America that at the time of payment is legal tender for the payment of
public and private debts.

     

    12.           Controlling
Agreement.  It is not the intention of Lenders or Guarantor to
obligate Guarantor to pay interest in excess of that lawfully permitted to be
paid by Guarantor under applicable law.  Should it be determined that
any portion of the Guaranteed Obligations or any other amount payable by
Guarantor under this Guaranty constitutes interest in excess of the maximum
amount of interest that Guarantor, in Guarantor’s capacity as guarantor, may
lawfully be required to pay under applicable law, the obligation of Guarantor to
pay such interest shall automatically be limited to the payment thereof in the
maximum amount so permitted under applicable law.  The provisions of
this Section 12 shall override and control all other provisions of this Guaranty
and of any other agreement between Guarantor and Administrative Agent, on behalf
of the Lenders.

     

    
      	
              GUARANTY
      AGREEMENT

            	
              Page
      10

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.5


    13.           Representations, Warranties,
and Covenants of Guarantor.  Guarantor hereby represents,
warrants, and covenants to Administrative Agent and the other Lenders that (a)
Guarantor will derive a material and substantial benefit, directly or
indirectly, from the Second Amendment; (b) this Guaranty is duly authorized and
valid, and is binding upon and enforceable against Guarantor, (c) Guarantor is
not, and the execution, delivery and performance by Guarantor of this Guaranty
will not cause Guarantor to be, in violation of or in default with respect to
any law or in default (or subject to acceleration of indebtedness) under any
agreement or restriction by which Guarantor is bound or affected; (d) Guarantor
is duly organized, validly existing, and in good standing under the laws of the
state of its organization and has full limited partnership power and authority
to enter into and perform this Guaranty; (e) there is no litigation pending or,
to the knowledge of Guarantor, threatened before or by any tribunal against or
affecting Guarantor that is reasonably likely to have a Material Adverse Effect;
(f) all financial statements and information heretofore furnished to
Administrative Agent by Guarantor do, and all financial statements and
information hereafter furnished to Administrative Agent by Guarantor will,
present, in all material respects, the financial condition of Guarantor as of
their dates and the results of Guarantor’s operations for the periods therein
specified, and, since the date of the most recent financial statements of
Guarantor heretofore furnished to Administrative Agent, no material adverse
change has occurred in the financial condition of Guarantor, nor, except as
heretofore disclosed in writing to Administrative Agent, has Guarantor incurred
any material liability, direct or indirect, fixed or contingent; (g) after
giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to
engage in business or a transaction for which the property of Guarantor is an
unreasonably small capital, and does not intend to incur or believe that it will
incur debts that will be beyond its ability to pay as such debts mature; (h)
Lenders have no duty at any time to investigate or inform Guarantor of the
financial or business condition or affairs of Borrower or any change therein,
and Guarantor will keep fully apprised of Borrower’s financial and business
condition; (i) Guarantor acknowledges and agrees that Guarantor may be required
to pay the Guaranteed Obligations in full without assistance or support from
Borrower or any other Person; and (j) Guarantor has read and fully understands
the provisions contained in the Note, the Credit Agreement and the other Loan
Documents.  Guarantor’s representations, warranties and covenants are
a material inducement to Lenders to enter into the other Loan Documents and
shall survive the execution hereof and any bankruptcy, foreclosure, transfer of
security or other event affecting Borrower, Guarantor, any other party, or any
security for all or any part of the Guaranteed Obligations.

     

    14.           Notices.  All
notices, requests, consents, demands and other communications required or which
any party desires to give hereunder or under any other Loan Document shall be in
writing and, unless otherwise specifically provided in such other Loan Document,
shall be deemed sufficiently given or furnished if delivered by personal
delivery, by courier, or by registered or certified United States mail, postage
prepaid, addressed to the party to whom directed at the addresses specified in
this Guaranty (unless changed by similar notice in writing given by the
particular party whose address is to be changed) or by telegram, telex, or
facsimile.  Any such notice or communication shall be deemed to have
been given either at the time of personal delivery or, in the case of courier or
mail, as of the date of first attempted delivery at the address and in the
manner provided herein, or, in the case of telegram, telex or facsimile, upon
receipt; provided that, service of a notice required by any applicable statute
shall be considered complete when the requirements of that statute are
met.  Notwithstanding the foregoing, no notice of change of address
shall be effective except upon actual receipt.  This Section shall not
be construed in any way to affect or impair any waiver of notice or demand
provided in this Guaranty or in any Loan Document or to require giving of notice
or demand to or upon any Person in any situation or for any reason.

     

    
      	
              GUARANTY
      AGREEMENT

            	
              Page
      11

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    

      Exhibit
10.5

       

    

    15.           Cumulative
Rights.  The exercise by Administrative Agent, on behalf of the
Lenders, of any right or remedy hereunder or under any other Loan Document, or
at law or in equity, shall not preclude the concurrent or subsequent exercise of
any other right or remedy.  Administrative Agent, on behalf of the
Lenders, shall have all rights, remedies and recourses afforded to Lenders by
reason of this Guaranty or any other Loan Document or by law or equity or
otherwise, and the same (a) shall be cumulative and concurrent, (b) may be
pursued separately, successively or concurrently against Guarantor or others
obligated for the Guaranteed Obligations, or any part thereof, or against any
one or more of them, or against any security or otherwise, at the sole and
absolute discretion of Administrative Agent, on behalf of the Lenders, (c) may
be exercised as often as occasion therefor shall arise, it being agreed by
Guarantor that the exercise of, discontinuance of the exercise of or failure to
exercise any of such rights, remedies, or recourses shall in no event be
construed as a waiver or release thereof or of any other right, remedy, or
recourse, and (d) are intended to be, and shall be, nonexclusive.  No
waiver of any default on the part of Guarantor or of any breach of any of the
provisions of this Guaranty or of any other document shall be considered a
waiver of any other or subsequent default or breach, and no delay or omission in
exercising or enforcing the rights and powers granted herein or in any other
document shall be construed as a waiver of such rights and powers, and no
exercise or enforcement of any rights or powers hereunder or under any other
document shall be held to exhaust such rights and powers, and every such right
and power may be exercised from time to time.  The granting of any
consent, approval or waiver by Administrative Agent, on behalf of the Lenders,
shall be limited to the specific instance and purpose therefor and shall not
constitute consent or approval in any other instance or for any other
purpose.  No notice to or demand on Guarantor in any case shall of
itself entitle Guarantor to any other or further notice or demand in similar or
other circumstances.  No provision of this Guaranty or any right,
remedy or recourse of Lenders with respect hereto, or any default or breach, can
be waived, nor can this Guaranty or Guarantor be released or discharged in any
way or to any extent, except specifically in each case by a writing intended for
that purpose (and Which refers specifically to this Guaranty) executed, and
delivered to Guarantor, by Administrative Agent, on behalf of the
Lenders.

     

    16.           Term of
Guaranty.  This Guaranty shall continue in effect until all the
Guaranteed Obligations are fully and finally paid and discharged, except that,
(a) this Guaranty shall terminate and Guarantor shall have no liability
hereunder at such time as the Carpenter Second Lien Deed of Trust is released,
and (b) notwithstanding any return of this Guaranty to Guarantor, this Guaranty
shall continue in effect (i) with respect to any of the Guaranteed Obligations
that survive the full and final payment of the indebtedness evidenced by the
Credit Agreement and other Loan Documents, (ii) with respect to all obligations
and liabilities of Guarantor under Section 10 and (iii)
as provided in Section
3(b).

     

    17.           Financial
Statements.  Guarantor shall provide or cause to be provided to
Administrative Agent such financial information and reports as may be required
by the terms of or the Carpenter Second Lien Deed of Trust.

     

    
      	
              GUARANTY
      AGREEMENT

            	
              Page
      12

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.5


    18.           Disclosure of
Information.  Subject to the terms of the Credit Agreement,
Lenders may sell or offer to sell the Loan or interests in the Loan to one or
more assignees or participants and may disclose to any such assignee or
participant or prospective assignee or participant, to Lenders’ affiliates, to
any regulatory body having jurisdiction over Lenders and to any other parties as
necessary or appropriate in any Lender’s reasonable judgment, any information
Lenders now have or hereafter obtain pertaining to the Guaranteed Obligations,
this Guaranty, or Guarantor, including, without limitation, information
regarding any security for the Guaranteed Obligations or for this Guaranty,
credit or other information on Guarantor, Borrower, and/or any other party
liable, directly or indirectly, for any part of the Guaranteed
Obligations.

     

    19.           INTENTIONALLY
OMITTED.

     

    20.           Subrogation.  Notwithstanding
anything to the contrary contained herein, Guarantor shall not have any right of
subrogation in or under any of the Loan Documents or to participate in any way
therein, or in any right, title or interest in and to any security or right of
recourse for the Indebtedness or any right to reimbursement, exoneration,
contribution, indemnification or any similar rights, until the Indebtedness has
been fully and finally paid.  This waiver is given to induce Lenders
to make the Loan to Borrower.

     

    21.           Further
Assurances.  Guarantor at Guarantor’s expense will promptly
execute and deliver to Administrative Agent upon Administrative Agent’s
reasonable request all such other and further documents, agreements, and
instruments in compliance with or accomplishment of the agreements of Guarantor
under this Guaranty.

     

    22.           No Fiduciary
Relationship.  The relationship between Lenders and Guarantor
is solely that of lender and guarantor.  Lenders have no fiduciary or
other special relationship with or duty to Guarantor and none is created hereby
or may be inferred from any course of dealing or act or omission of any
Lender.

     

    23.           Interpretation.  If
this Guaranty is signed by more than one Person as “Guarantor”, then the term
“Guarantor” as used in this Guaranty shall refer to all such Persons, jointly
and severally, and all promises, agreements, covenants, waivers, consents,
representations, warranties and other provisions in this Guaranty are made by
and shall be binding upon each and every such Person, jointly and severally and
Administrative Agent, on behalf of all Lenders, may pursue any Guarantor
hereunder without being required (i) to pursue any other Guarantor hereunder or
(ii) pursue rights and remedies under any Mortgage and/or applicable law with
respect to any Property or any other Loan Documents.  The term
“Administrative Agent” shall be deemed to include any subsequent administrative
agent appointed under the Credit Agreement.  Whenever the context of
any provisions hereof shall require it, words in the singular shall include the
plural, words in the plural shall include the singular, and pronouns of any
gender shall include the other gender.  Captions and headings in the
Loan Documents are for convenience only and shall not affect the construction of
the Loan Documents.  All references in this Guaranty to Schedules,
Articles, Sections, Subsections, paragraphs and subparagraphs refer to the
respective subdivisions of this Guaranty, unless such reference specifically
identifies another document.  The terms “herein”, “hereof”, “hereto”,
“hereunder” and similar terms refer to this Guaranty and not to any particular
Section or subsection of this Guaranty.  The terms “include” and
“including” shall be interpreted as if followed by the words “without
limitation”.  All references in this Guaranty to sums denominated in
dollars or with the symbol “$” refer to the lawful currency of the United States
of America, unless such reference specifically identifies another
currency.  For purposes of this Guaranty, “Person” or “Persons” shall
include firms, associations, partnerships (including limited partnerships),
joint ventures, trusts, corporations, limited liability companies, and other
legal entities, including governmental bodies, agencies, or instrumentalities,
as well as natural persons.

     

    
      	
              GUARANTY
      AGREEMENT

            	
              Page
      13

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.5

     

    24.           Time of
Essence.  Time shall be of the essence in this Guaranty with
respect to all of Guarantor’s obligations hereunder.

     

    25.           Counterparts.  This
Guaranty may be executed in multiple counterparts, each of which, for all
purposes, shall be deemed an original, and all of which taken together shall
constitute but one and the same agreement.

     

    26.           Entire
Agreement.  This Guaranty embodies the entire agreement between
Lenders and Guarantor with respect to the guaranty by Guarantor of the
Guaranteed Obligations.  This Guaranty supersedes all prior agreements
and understandings, if any, with respect to the guaranty by Guarantor of the
Guaranteed Obligations.  No condition or conditions precedent to the
effectiveness of this Guaranty exist.  This Guaranty shall be
effective upon execution by Guarantor and delivery to Administrative
Agent.  This Guaranty may not be modified, amended or superseded
except in a writing signed by Administrative Agent, on behalf of the Lenders,
and Guarantor referencing this Guaranty by its date and specifically identifying
the portions hereof that are to be modified, amended or superseded.

     

    27.           Dispute
Resolution.

     

    (a)           Arbitration.  Except
to the extent expressly provided below, any controversy, claim or dispute
between or among the parties hereto, including any such controversy, claim or
dispute arising out of or relating to (i) this Guaranty, (ii) any other Loan
Document, (iii) any related agreements or instruments, or (iv) the transaction
contemplated herein or therein (including any claim based on or arising from an
alleged personal injury or business tort) (collectively, a “Dispute”), shall,
upon the request of either party, be determined by binding arbitration in
accordance with the Federal Arbitration Act, Title 9, United States Code (or if
not applicable, the applicable state law), the applicable rules for arbitration
of disputes of JAMS LLC, a Delaware limited liability company, or any successor
thereof (“JAMS”), and the
“Special Rules” set forth below.  In the event of any inconsistency,
the Special Rules shall control: The filing of a court action is not intended to
constitute a waiver of the right of Guarantor or Lenders, including the suing
party, thereafter to require submittal of the Dispute to
arbitration.  Any party to this Guaranty may bring an action,
including a summary or expedited proceeding, to compel arbitration of any
Dispute in any court having jurisdiction over such action.  For the
purposes of this dispute resolution provision only, the terms “party” and
“parties” shall include any parent corporation, subsidiary or affiliate of
Administrative Agent involved in the servicing, management or administration of
any obligation described in or evidenced by this Guaranty, together with the
officers, employees, successors and assigns of each of the
foregoing.

     

    (b)           Special
Rules.

     

    (i)           The
arbitration shall be conducted in Dallas, Texas.

     

    
      	
              GUARANTY
      AGREEMENT

            	
              Page
      14

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.5


    (ii)           The
arbitration shall be administered by JAMS, who will appoint an arbitrator, if
JAMS is unable to administer or legally precluded from administering the
arbitration, then the American Arbitration Association will
serve.  All Disputes shall be determined by one arbitrator, however,
if the amount in controversy in a Dispute exceeds One Million Dollars
($1,000,000), upon the request of any party, the Dispute shall be decided by
three arbitrators (for purposes of this Guaranty, referred to collectively as
the “arbitrator”).

     

    (iii)        
 All arbitration hearings will be commenced within ninety (90) days of the
demand for arbitration and completed within ninety (90) days from the date of
commencement; provided, however, that upon a showing of good cause, the
arbitrator shall be permitted to extend the commencement of such hearing for up
to an additional sixty (60) days.

     

    (iv)         
The judgment and the award, if any, of the arbitrator shall be issued with
thirty (30) days of the close of the hearing.  The arbitrator shall
provide a concise written statement setting forth the reasons for the judgment
and for the award, if any.  The arbitration award, if any, may be
submitted to any court having jurisdiction to be confirmed and enforced, and
such confirmation and enforcement shall not be subject to
arbitration.

     

    (v)           The
arbitrator will have the authority to decide whether any Dispute is barred by
the statute of limitations and, if so, to dismiss the arbitration on that
basis.  For purposes of the application of the statute of limitations,
the service on JAMS under applicable JAMS rules of a notice of Disputes is the
equivalent of the filing of a lawsuit.

     

    (vi)          Any
dispute concerning this arbitration provision, including any such dispute as to
the validity or enforceability of this provision, or whether a Dispute is
arbitrable, shall be determined by the arbitrator.

     

    (vii)         The
arbitrator shall have the power to award legal fees and costs pursuant to the
terms of this Guaranty.

     

    (c)           Reservations of
Rights.  Nothing in this Guaranty shall be deemed to (i) limit
the applicability of any otherwise applicable statutes of limitation and any
waivers contained in this Guaranty, (ii) apply to or limit the right of
Administrative Agent, on behalf of the Lenders, (A) to exercise self help
remedies such as (but not limited to) setoff, or (B) to foreclose judicially or
nonjudicially against any real or personal property collateral, or to exercise
judicial or nonjudicial power of sale rights, (C) to obtain from a court
provisional or ancillary remedies such as (but not limited to) injunctive
relief, writ of possession, prejudgment attachment, or the appointment of a
receiver, or (D) to pursue rights against a party to this Guaranty in a
third-party proceeding in any action brought against any Lender in a state,
federal or international court, tribunal or hearing body (including actions in
specialty courts, such as bankruptcy and patent courts), or (iii) limit the
right of Guarantor to obtain from a court provisional or ancillary remedies
(such as but not limited to injunctive relief), which right may be exercised by
Guarantor before or during the pendency of any arbitration proceeding brought
pursuant to this Guaranty.  Administrative Agent, on behalf of the
Lenders, may exercise the rights set forth in clauses (A) through (D),
inclusive, before, during or after the pendency of any arbitration proceeding
brought pursuant to this Guaranty.  Neither the exercise of self help
remedies nor the institution or maintenance of an action for foreclosure or
provisional or ancillary remedies shall constitute a waiver of the right of any
party, including the claimant in any such action, to arbitrate the merits of the
Dispute occasioning resort to such remedies.  No provision in the Loan
Documents regarding submission to jurisdiction and/or venue in any court is
intended or shall be construed to be in derogation of the provisions in any Loan
Document for arbitration of any Dispute.

     

    
      	
              GUARANTY
      AGREEMENT

            	
              Page
      15

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.5

     

    (d)           Conflicting Provisions for
Dispute Resolution.  If there is any conflict between the
terms, conditions and provisions of this Section and those of any other
provision or agreement for arbitration or dispute resolution, the terms,
conditions and provisions of this Section shall prevail as to any Dispute
arising out of or relating to (i) this Guaranty, (ii) any other Loan Document,
(iii) any related agreements or instruments, or (iv) the transaction
contemplated herein or therein (including any claim based on or arising from an
alleged personal injury or business tort).  In any other situation, if
the resolution of a given Dispute is specifically governed by another provision
or agreement for arbitration or dispute resolution, the other provision or
agreement shall prevail with respect to said Dispute.

     

    (e)           Jury Trial Waiver in
Arbitration.  By agreeing to this Section, the parties
irrevocably and voluntarily waive any right they may have to a trial by jury in
respect of any Dispute.

     

    28.           WAIVER OF
JURY TRIAL.  WITHOUT INTENDING IN ANY
WAY TO LIMIT THE PARTIES’ AGREEMENT TO ARBITRATE ANY “DISPUTE” (FOR PURPOSES OF
THIS SECTION, AS DEFINED ABOVE) AS SET FORTH IN THIS GUARANTY, TO THE EXTENT ANY
“DISPUTE” IS NOT SUBMITTED TO ARBITRATION OR IS DEEMED BY THE ARBITRATOR OR BY
ANY COURT WITH JURISDICTION TO BE NOT ARBITRABLE OR NOT REQUIRED TO BE
ARBITRATED, GUARANTOR AND ADMINISTRATIVE AGENT, ON BEHALF OF ALL LENDERS, WAIVE
TRIAL BY JURY IN RESPECT OF ANY SUCH “DISPUTE” AND ANY ACTION ON SUCH “DISPUTE.”
THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY GUARANTOR AND
ADMINISTRATIVE AGENT, ON BEHALF OF ALL LENDERS, AND GUARANTOR AND ADMINISTRATIVE
AGENT HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE
BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY
MODIFY OR NULLIFY ITS EFFECT.  THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE PARTIES ENTERING INTO THE LOAN DOCUMENTS.  GUARANTOR AND
ADMINISTRATIVE AGENT ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION
IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY
TRIAL.  GUARANTOR FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN
REPRESENTED IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS WAIVER BY
INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY
INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE
OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

     

    
      	
              GUARANTY
      AGREEMENT

            	
              Page
      16

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.5

     

    THE LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT BETWEEN  THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.   THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

     

    
      	
              GUARANTY
      AGREEMENT

            	
              Page
      17

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.5


    IN
WITNESS WHEREOF, Guarantor duly executed this Guaranty under seal as of the date
first written above.

     

    
      
        
          
            
              	
                      Address
      of Guarantor:

                    	 
      	
                      GUARANTOR:

                    
	 
      	 
      	 
      
	
                      c/o
      Behringer Harvard Funds

                      15601
      Dallas Parkway, Suite 600

                      Addison,
      TX 75001

                      Attention:
      Gerald J. Reihsen, III

                    	 
      	
                      BEHRINGER
      HARVARD 250/290 CARPENTER  

                      LP,
      a Texas limited partnership

                    
	 
      	 
      	
                      By:

                    	
                      BEHRINGER
      HARVARD 250/290  

                      CARPENTER
      GP, LLC, a Texas limited 

                      liability
      company, its sole general partner

                       

                    
	 
      	 
      	 
      	
                      By:

                    	 
      
	 
      	 
      	 
      	
                      Name:  Gerald
      J. Reihsen, III

                    
	 
      	 
      	 
      	
                      Title:    Secretary

                    


            

          

        

      

    

     

    Address of Administrative
Agent:

     

    Bank of
America, N.A.

    901 Main
Street, 21st Floor

    Dallas,
TX 75202

    Attention:
Real Estate Loan Administration

    Fax No.:
214/209-1571

     

    
      
        
          
            	
                    LIMITED GUARANTY
      AGREEMENT 

                  	
                    Signature
      Page